8-KOther EventsExhibits & Filings

QUALCOMM INC/DE 8-K Report, Corporate Update (May 21, 2018)

Filed May 21, 2018For Securities:QCOM

Summary

Qualcomm Inc. (QCOM) filed an 8-K on May 21, 2018, primarily to include crucial financial information related to its previously announced acquisition of NXP Semiconductors N.V. (NXP). This filing incorporates NXP's audited consolidated financial statements for the years ended December 31, 2017, 2016, and 2015, as well as unaudited condensed consolidated financial statements for the three-month periods ended April 1, 2018, and April 2, 2017. Additionally, the report presents unaudited pro forma condensed combined financial information, offering a combined view of Qualcomm and NXP's financial position and performance as if the acquisition had already occurred. This information is vital for investors to assess the potential scale, financial structure, and combined operational impact of the NXP acquisition, which remains subject to regulatory clearance in China and other closing conditions.

Key Highlights

  • 1Filing includes NXP's audited consolidated financial statements for FY2017, FY2016, and FY2015.
  • 2Filing includes NXP's unaudited condensed consolidated financial statements for the three months ended April 1, 2018, and April 2, 2017.
  • 3Unaudited pro forma condensed combined financial information for Qualcomm and NXP is provided.
  • 4The pro forma information includes a balance sheet as of March 25, 2018, and statements of operations for recent periods.
  • 5This filing is an update to provide necessary financial disclosures for the ongoing NXP acquisition.
  • 6The NXP acquisition remains contingent on regulatory approval in China and other customary closing conditions.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide investors with the audited consolidated financial statements of NXP Semiconductors N.V. and unaudited pro forma condensed combined financial information for Qualcomm and NXP, in relation to Qualcomm's ongoing acquisition of NXP.

The filing incorporates NXP's audited consolidated financial statements for the fiscal years 2017, 2016, and 2015, as well as unaudited condensed consolidated financial statements for the recent quarterly periods. It also includes pro forma combined financial information, which is essential for understanding the potential combined entity.

The acquisition is still subject to receiving regulatory clearance in China, as well as other closing conditions, including the tender of at least 70% of NXP's outstanding common shares.

The audited consolidated financial statements of NXP are incorporated by reference from NXP's Annual Report on Form 20-F filed on April 11, 2018 (Exhibit 99.1). The unaudited condensed consolidated financial statements are incorporated by reference from NXP's Report on Form 6-K furnished on May 3, 2018 (Exhibit 99.2).